VRSN » Topics » BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
This excerpt taken from the VRSN 10-K filed Mar 3, 2009.
BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
The arrangement (the Arrangement) under section 192 of the Canada Business Corporations Act (the CBCA) involving Certicom Corp. (the
Company) and VeriSign, Inc. (the Acquiror), as more particularly described and set forth in the management information circular (the Circular) of the Company accompanying the notice of this
meeting (as the Arrangement may be modified or amended in accordance with its terms) is hereby authorized, approved and adopted.
The plan of arrangement (the Plan of Arrangement) involving the Company, the full text of which is set out as Exhibit C to the Arrangement Agreement made as of
January 23, 2009 between the Acquiror and the Company (the Arrangement Agreement) (as the Plan of Arrangement may be modified or amended in accordance with its terms) is hereby authorized, approved and adopted.
Notwithstanding that this resolution has been passed, and the Arrangement adopted, by the holders of common shares of the Company (Common Shares) or that the
Arrangement has been approved by the Superior Court of Justice (Ontario), the directors of the Company are hereby authorized and empowered without further notice to or approval of the holders of Common Shares (i) to amend the Arrangement
Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute, under the seal of the Company or otherwise, and to deliver
articles of arrangement and such other documents as are necessary or desirable to the Director under the CBCA in accordance with the Arrangement Agreement for filing.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed, under the seal of the Company or
otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such Persons opinion may be necessary or desirable to give full effect to
the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.
"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:" elsewhere: